ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
Comerica Incorporated ("Comerica") announced today that Executive Vice
President, Treasurer and Interim Chief Financial Officer James J. Herzog has
been named Executive Vice President and Chief Financial Officer of Comerica
Incorporated and Comerica Bank, effective immediately. Upon his promotion, he
ceased holding the title of Treasurer.
Mr. Herzog has held the role of Interim Chief Financial Officer since
September 11, 2019, as reported in Comerica's Form 8-K filed with the
Securities and Exchange Commission on September 13, 2019, which is incorporated
herein by reference.
In connection with his promotion, Comerica will increase Mr. Herzog's base
salary to $525,000 per year. Also in connection with his promotion, Mr. Herzog
received equity grants valued at a total of approximately $476,000 as of the
grant date of February 25, 2020. 65% of the equity award was allocated toward a
target number of performance-based restricted stock units under the senior
executive long-term performance program ("SELTPP"); 25% of the equity award was
allocated toward restricted stock units, and 10% of the equity award was
allocated toward stock options. All of the equity grants were made under
Comerica's 2018 Long-Term Incentive Plan. The target grant of SELTPP restricted
stock units is subject to Comerica's standard SELTPP agreement (2019 version).
It will be eligible to vest based on Comerica's average return on common equity
excluding certain non-performance items ("ROCE") over a three-year performance
period (2020-2022), relative to a goal ROCE established toward the beginning of
the performance period, with settlement occurring after the end of the
performance period. The grant of restricted stock units is subject to Comerica's
standard employee non-cliff restricted stock unit agreement, with 50% of the
shares vesting on the third anniversary of the grant date and 25% vesting on
each of the fourth and fifth anniversaries of the grant date. The grant of stock
options is subject to Comerica's standard non-qualified stock option agreement,
with the stock options vesting 25% per year over four years and having a term of
10 years. Additional information about Comerica's executive compensation program
can be found in its 2019 Proxy Statement .
Additionally, effective February 25, 2020, Mr. Herzog entered into Comerica's
standard Change of Control Employment Agreement, which is attached as Exhibit
10.18 to Comerica's Form 10-K for the year ended December 31, 2019. The
agreement is described on pages 64-65 of Comerica's 2019 Proxy Statement
under "Change of Control," which description is incorporated herein by
reference.
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ITEM 7.01 REGULATION FD DISCLOSURE.
On February 25, 2020, Comerica issued a press release regarding the appointment
of Mr. Herzog as Executive Vice President and Chief Financial Officer and the
related appointment of Stanislava Kostova as Executive Vice President and
Treasurer. A copy of the press release is attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Press release dated February 25, 2020
104 The cover page from Comerica's Current Report on Form 8-K, formatted in
Inline XBRL
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